OTC: VMCWF

The
registration statement for the Company’s Initial Public Offering was declared effective on February 28, 2022. On March 3, 2022,
the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary
shares included in the Units, the “Public Shares”). Each Unit consists of one of the Company’s Class A ordinary shares,
par value $0.001 per share (the “Class A ordinary shares”) and one-half of one redeemable warrant (the “Public Warrants”),
with each Public Warrant entitling the holder thereof to purchase one Class A ordinary share for an initial exercise price of $11.50
per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $200,000,000.

Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,666,667 warrants (the “Private
Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement, consisting of 2,666,667 Private
Placement Warrants sold to the Sponsor and 4,000,000 Private Placement Warrants sold to Valuence Partners LP, an investment fund affiliated
with our Sponsor, generating gross proceeds of $10,000,000.

5

Following
the closing of the Initial Public Offering on March 3, 2022, an amount of $206,000,000 ($10.30 per Unit) from the net proceeds of the
sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust
Account”), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment
company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as determined
by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust
Account to the Company’s shareholders, as described below. As further described below, on March 1, 2024, pursuant to the IMTA Amendment
(as defined below), the Company instructed Continental Stock Transfer and Trust Company to hold the Trust Account an interest-bearing
bank deposit account. As a result, the remaining proceeds from the IPO and sale of Private Placement Warrants are no longer invested
in U.S. government securities or money market funds.

On
March 8, 2022, the underwriters partially exercised their over-allotment option, resulting in an additional 2,009,963 Units issued for
an aggregate amount of $20,099,630. In connection with the underwriters’ partial exercise of their over-allotment option, the Company
also consummated the sale of an additional 267,995 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total
proceeds of $401,993. A total of $20,702,619 ($10.30 per Unit) was deposited into the Trust Account, bringing the aggregate proceeds
held in the Trust Account to $226,702,619.

Transaction
costs amounted to $10,718,994, consisting of $4,000,000 of underwriting fees, net of $2,200,996 reimbursed from the underwriters, $8,105,480
of deferred underwriting fees and $814,510 of other offering costs.

Prior
to the consummation of the Initial Public Offering, on October 4, 2021, the Sponsor paid $25,000 to cover certain offering costs of the
Company in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”
or the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture
depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would
equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public
Offering (assuming each of the Sponsor and Valuence Partners LP did not purchase any Public Shares in the Initial Public Offering). Simultaneously
with the closing of the Initial Public Offering, the Sponsor transferred 1,200,000 Founder Shares to Valuence Partners LP, an investment
fund affiliated with the Sponsor. As a result of the underwriters’ election to partially exercise their over-allotment option 247,510
Class B ordinary shares were forfeited, resulting in the Sponsor and Valuence Partners LP holding an aggregate of 5,502,490 Founder Shares.

The
Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a
portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called
to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders
will be entitled to redeem their Public Shares, for a per share redemption price payable in cash equal to the aggregate amount then on
deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest
(which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares. The per-share amount
to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions
the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect
to the Company’s warrants.

On
May 25, 2023, the Company held an extraordinary general meeting (the “May 2023 Meeting”), where shareholders approved, among
other things, an amendment to the Company’s Articles to extend the date by which the Company must consummate a Business Combination
(the “Combination Period”) from June 3, 2023 to September 3, 2023 and to allow the Company, without another shareholder vote,
by resolution of the Board of Directors of the Company (the “Board of Directors”), to elect to further extend the Combination
Period in one-month increments up to eighteen (18) additional times, or a total of up to thirty-six (36) months after the Initial Public
Offering (each, an “Additional Extended Date”), until up to March 3, 2025. In connection with such extensions to the Combination
Period, the Sponsor or its designees was required to deposit into the Trust Account, as a loan, $420,000 for the extension to September
3, 2023 and $140,000 for each monthly extension thereafter (each, an “Initial Extension Contribution”). The Company’s
shareholders also approved an amendment to the Articles to eliminate (i) the limitation that the Company may not redeem Public Shares
in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that we shall
not consummate a Business Combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon
consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business
Combination. The Company’s shareholders also approved an amendment to the Articles to permit a holder of our Class B ordinary shares
to convert such shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of
a Business Combination at the election of the holder. In connection with the May 2023 Meeting, holders of 15,799,245 Class A ordinary
shares subject to possible redemption exercised their right to redeem such shares. As a result, the Company paid $167,831,206 (or $10.62
per share) to the redeeming shareholders. After redemptions the Company had 6,210,718 Class A ordinary shares subject to possible redemption
outstanding. The Company, with the approval of the Board of Directors, extended the Combination Period to June 3, 2024 and caused to
be deposited an additional $1,680,000 into the Company’s Trust Account.

6

On
June 5, 2023, in connection with the required Initial Extension Contributions for monthly extensions to the Combination Period and for
working capital purposes, the Company issued a non-interest bearing, unsecured convertible promissory note to the Sponsor in the aggregate
principal amount of $613,207 (the “Sponsor Convertible Promissory Note”) and to Valuence Partners LP in the aggregate principal
amount of $1,650,941 (the “VP Convertible Promissory Note”, and together with the Sponsor Convertible Promissory Note, the
“Initial Extension Contribution Notes”). The Initial Extension Contribution Notes will be repayable by the Company upon the
earlier of (i) consummation of a Business Combination and (ii) the date of the liquidation of the Company (the “Maturity Date”).
Such loans may be converted into warrants of the post-Business Combination entity at the option of the payees, which shall have terms
identical to the Private Placement Warrants. If the Company does not consummate a Business Combination by the end of the Combination
Period, the outstanding principal amount of the Initial Extension Contribution Notes will be repaid only from funds held outside of the
Trust Account or will be forfeited, eliminated or otherwise forgiven. As of December 31, 2025, $613,207 is outstanding under the Sponsor
Convertible Promissory Note and $1,650,941 has been borrowed against the VP Convertible Promissory Note.

On
June 14, 2023, the Staff of the Listing Qualifications Department of The Nasdaq Stock Market, LLC (“Nasdaq”) notified the
Company that the Company was not in compliance with Nasdaq’s minimum $1,000,000 aggregate market value of warrants requirement
set forth in Listing Rule 5452(b)(C). Based on Nasdaq’s further review and materials submitted by the Company to Nasdaq on July
19, 2023 and August 23, 2023, Nasdaq granted the Company an extension to December 11, 2023 to regain compliance with Listing Rule 5452(b)(C).
On May 10, 2024, the Company received a written notice from Nasdaq stating that Nasdaq had determined to commence proceedings to delist
the Company’s warrants from the Nasdaq Global Market unless the Company requested a hearing to appeal this determination or submitted
an application to transfer the listing of its warrants from the Nasdaq Global Market to the Nasdaq Capital Market. The Company applied
to transfer the listing of its warrants from the Nasdaq Global Market to the Nasdaq Capital Market, and on June 4, 2024, Nasdaq approved
the Company’s application. The warrants were transferred to the Nasdaq Capital Market at the opening of business on June 6, 2024.

On
March 1, 2024, the Company entered into amendment no. 1 (the “IMTA Amendment”) to the Investment Management Trust Agreement
(the “IMTA”) with Continental Stock Transfer & Trust Company, as trustee. Pursuant to the IMTA Amendment, Section 1(c)
of the IMTA was amended to provide that the trustee may, at the direction of the Company (i) hold funds uninvested, (ii) hold funds in
an interest-bearing or non-interest bearing bank demand deposit account at a U.S. chartered commercial bank with consolidated assets
of $100 billion or more selected by the trustee that is reasonably satisfactory to the Company, or (iii) invest and reinvest the Property
(as defined in the IMTA) in solely United States government securities within the meaning of Section 2(a)(16) of the Investment Company
Act, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S. government
treasury obligations, as determined by the Company. Pursuant to the IMTA Amendment, On March 1, 2024, the Company instructed Continental
Stock Transfer and Trust Company to move the Trust Account out of investment in securities and into an interest-bearing bank deposit
account.

On
June 3, 2024, the Company held an extraordinary general meeting (the “June 2024 Meeting”), where shareholders approved an
amendment to the Articles to extend the Combination Period from June 3, 2024 for an initial two month period to August 3, 2024 and to
permit the Company, without another shareholder vote, by resolution of the Board of Directors to elect to further extend such date up
to nineteen (19) additional times for an additional one (1) month each time, up to March 3, 2026, provided that the Sponsor or its designees
deposit into the Trust Account (i) on June 4, 2024, with respect to the initial extension, an amount equal to the lesser of (x) $60,000
or (y) $0.03 per public share multiplied by the number of Public Shares outstanding and (ii) one business day following the public announcement
by the Company that the Board of Directors has elected to further extend such date for an additional month, an amount equal to the lesser
of (x) $30,000 or (y) $0.015 per public share multiplied by the number of Public Shares outstanding (the “Second Extension Contributions”).
In connection with the June 2024 Meeting, holders of 4,343,316 Class A ordinary shares subject to possible redemption exercised their
right to redeem such shares. As a result, the Company paid $49,900,380 (or $11.49 per share) to the redeeming shareholders. After redemptions
the Company had 1,867,402 Class A ordinary shares subject to possible redemption outstanding. The Company, with the approval of the Board
of Directors, extended the Combination Period to March 3, 2026 and caused to be deposited an additional $588,231 into the Company’s
Trust Account.

In
connection with the June 2024 Meeting, on June 3, 2024, the Company entered into a non-redemption agreement (the “Non-Redemption
Agreement”) with an existing shareholder of the Company (the “Non-Redeeming Shareholder”) and the Sponsor. Pursuant
to the Non-Redemption Agreement, the Non-Redeeming Shareholder agreed not to redeem a number of Class A ordinary shares of the Company
equal to the lesser of (i) 300,000 shares and (ii) such number of shares that would equal 9.9% of the outstanding ordinary shares after
giving effect to all shares redeemed in connection with the June 2024 Meeting. In exchange for this commitment from the Non-Redeeming
Shareholder, the Sponsor agreed to pay the Non-Redeeming Shareholder an aggregate of $75,000 in cash.

Also
on June 3, 2024, pursuant to the terms of the Articles, the Sponsor and Valuence Partners LP elected to convert an aggregate of 5,502,488
Class B ordinary shares held by them on a one-for-one basis into Class A ordinary shares, with immediate effect. Following such conversion,
the Company had an aggregate of 7,369,890 Class A ordinary shares issued and outstanding and 2 Class B ordinary shares issued and outstanding.

7

On
June 4, 2024, the Company issued a convertible promissory note to the Sponsor, in the principal amount of $300,000 (the “June 2024
Note”). The June 2024 Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the
Company’s initial Business Combination or (b) the Maturity Date. If the Company does not consummate an initial Business Combination
by the Maturity Date, the June 2024 Note will be repaid only from funds held outside of the Trust Account established in connection with
the Company’s Initial Public Offering or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal
balance of the June 2024 Note may be converted into warrants, at a price of $1.50 per warrant, at the option of the Sponsor, provided
that the maximum aggregate conversion of all convertible notes issued to the Sponsor or its affiliates may not exceed $1.5 million. Such
warrants will have terms identical to the Private Placement Warrants issued to the Sponsor in a private placement that closed simultaneously
with the Company’s Initial Public Offering. On June 4, 2024, the Company borrowed $300,000 under the June 2024 Note, which was
outstanding as of December 31, 2025.

Also
on June 4, 2024, the Company deposited $56,022 into the Trust Account for the extension of the Combination Period from June 3, 2024 to
August 3, 2024. With respect to each subsequent extension to an Additional Extended Date, the Company deposited an additional $28,011
into the Trust Account.

On
March 4, 2025, the Company received a notice from the staff of the Listing Qualifications Department of Nasdaq stating that because the
Company had not completed a Business Combination within 36 months of the effective date of its IPO registration statement, it was not in compliance with
Nasdaq listing rule IM 5101-2, and was therefore subject to delisting. Trading in the Company’s securities on Nasdaq was suspended
at the opening of business on March 11, 2025, and trading of the Company’s securities on an over-the-counter market (the “OTC
Pink”) commenced shortly thereafter.

On
February 27, 2026, the Company held an extraordinary general meeting (the “February 2026 Meeting”), where shareholders approved
an amendment to the Articles to extend the Combination Period from March 3, 2026 for an initial two month period to May 3, 2026 and to
permit the Company, without another shareholder vote, by resolution of the Board of Directors to elect to further extend such date up
to ten (10) additional times for an additional one (1) month each time, up to March 3, 2027, provided that the Sponsor or its designees
deposit into the Trust Account (i) on March 4, 2026, with respect to the initial extension, an amount equal to the lesser of (x) $56,000
or (y) $0.06 per public share multiplied by the number of Public Shares outstanding and (ii) one business day following the public announcement
by the Company that the Board of Directors has elected to further extend such date for an additional month, an amount equal to the lesser
of (x) $28,000 or (y) $0.03 per public share multiplied by the number of Public Shares outstanding (the “Current Extension Contributions”).
In connection with the February 2026 Meeting, holders of 1,404,164 Class A ordinary shares subject to possible redemption exercised their
right to redeem such shares. As a result, the Company paid approximately $17,565,141.25 (or $12.51 per share) to the redeeming shareholders.
After redemptions the Company had 463,238 Class A ordinary shares subject to possible redemption outstanding.

Also
on February 27, 2026, the Company issued a convertible promissory note to the Sponsor, in the principal amount of $1,500,000 (the “February
2026 Note”). The February 2026 Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation
of the Company’s initial Business Combination or (b) the Maturity Date. If the Company does not consummate an initial Business
Combination by the Maturity Date, the February 2026 Note will be repaid only from funds held outside of the Trust Account established
in connection with the Company’s Initial Public Offering or will be forfeited, eliminated or otherwise forgiven. Upon maturity,
the outstanding principal balance of the February 2026 Note may be converted into warrants, at a price of $1.50 per warrant, at the option
of the Sponsor, provided that the maximum aggregate conversion of all convertible notes issued to the Sponsor or its affiliates may not
exceed $1.5 million. Such warrants will have terms identical to the Private Placement Warrants issued to the Sponsor in a private placement
that closed simultaneously with the Company’s Initial Public Offering. As of the date of this Annual Report, no amounts had been drawn under the February 2026 Note.

On
March 4, 2026, the Company deposited $27,794.28 into the Trust Account for the extension of the Combination Period from March 3, 2026
to May 3, 2026. As of the date of this Annual Report, the Company, with the approval by the Board of Directors, caused to be deposited
a total of $2,296,025.91 into our Trust Account which includes Initial Extension Contributions, Second Extension Contributions
and Current Extension Contributions through the present.

We
have until May 3, 2026 to complete our initial Business Combination, which can be extended monthly until up to March 3, 2027.

Management
Team

Our
management team is led by Sung Yoon Woo, Chief Executive Officer and Director; Sungwoo (Andrew) Hyung, Chief Financial Officer and Director;
Sungsik (Sung) Lee, President; and Dr. Gene Young Cho, Chief Operating Officer.

8

Sung
Yoon Woo, Chief Executive Officer and Director, is an investor with a track record and experience in strategic acquisitions, corporate
divestitures, recapitalizations, and growth equity. Mr. Woo is the Founder and CEO of Credian Partners, a private equity firm based in
South Korea. During his nearly 20 year investment career, Mr. Woo has led over $4 billion in transactions and invested over $3 billion.
Prior to founding Credian Partners, Mr. Woo was at Russell Investments, where he advised the National Pension Service of Korea, the third-largest
pension fund in the world by total assets, the Bank of Korea, and Korea Investment Corporation, a sovereign wealth fund, among other
clients on their global portfolio. Prior to Russell Investments, Mr. Woo was a team head of the private equity arm of Mirae Asset Global
Investments, one of the largest asset management funds in South Korea, where he led various domestic and cross-border transactions. While
at Mirae Asset Financial Group (“Mirae Asset”), Mr. Woo led the acquisition of Acushnet Company, the parent company of Titleist
and FootJoy, for $1.2 billion, representing an internal rate of return of approximately 12.5%. Not only has this transaction won awards
in South Korea, but it is also notable as a key transaction that helped pave the way for the proliferation of private equity transactions
in the country. Prior to Mirae Asset, Mr. Woo was in the investment banking department of KB Kookmin Bank, the largest retail bank in
Korea, where he led multiple transactions with large Korean conglomerates. Mr. Woo received his LL.B. from Yonsei University where he
was awarded the Buphyun Scholarship and M.B.A. from Cornell University.

Sungwoo
(Andrew) Hyung, Chief Financial Officer and Director, has significant experience sourcing, structuring, and executing complex transactions
across the sustainability and technology value chain. Most recently, Mr. Hyung was at Nomura Greentech, a sustainable technology and
infrastructure investment bank, responsible for executing multiple M&A transactions and origination efforts within the energy transition
and clean technology sectors. He executed multiple de-SPAC transactions and was part of the SPAC coverage team that was responsible for
completing more than ten sustainability-related SPAC business combinations and de-SPAC transactions. Prior to Nomura Greentech, Mr. Hyung
was at Deutsche Bank, where he focused on origination and execution of M&A, debt and equity financing across the technology, media,
and telecommunications sectors. Mr. Hyung received his B.A. from University of Toronto and M.B.A. from Cornell University.

Sungsik
(Sung) Lee, President, brings extensive experience in investment banking, venture capital, and corporate development, with a proven track
record of sourcing and executing M&A, strategic investment, and financing transactions. Most recently, Mr. Lee led cross-border M&A
and strategic investments across the broad sustainability-focused areas at the Global Development Group of SK Group, the third-largest
conglomerate in Korea with more than 100 affiliates over diverse sectors including energy, ICT, and life sciences. Prior to SK, Mr. Lee
was at SunTrust Robinson Humphrey, where he advised many publicly traded industrial companies on M&A and capital market transactions.
Before joining SunTrust, Mr. Lee was at Progress Partners, a media and technology-focused investment banking firm, where he executed
M&A and financing projects for early-to-mid-stage clients and managed three investment funds at Progress Ventures, its affiliated
venture capital arm. Mr. Lee received his B.A. from Hanyang University and M.B.A. from Cornell University.

Dr.
Gene Young Cho, Chief Operating Officer, brings leadership and experience in business operations and life sciences. Currently, Dr. Cho
is the Executive Director of CG Pharmaceuticals, Inc., the U.S. subsidiary of CrystalGenomics. In this role, Dr. Cho is focused on developing
growth strategies as well as providing strategic planning and management of the operations and expansion of CG Pharmaceuticals. Additionally,
Dr. Cho supports U.S. clinical trial management. Previously, Dr. Cho worked as a life sciences consultant at L.E.K. Consulting, working
with clients in biopharmaceuticals, contract services, medical devices, healthcare services, HCIT, digital health, and AI. Some of his
specific experiences include working on large-scale M&A transactions of leading biopharmaceuticals or healthcare service companies,
supporting target identification for acquisition, implementing pipeline development strategies, and optimizing governance structures
of fast-growing biotech companies. He also brings strong experience in the Asian markets through his professional network focused around
supporting emerging technologies and startups. Dr. Cho received his B.S. in bioengineering at U.C. Berkeley and Ph.D. from the NYU School
of Medicine in biomedical imaging; he also completed his post-doctorate at Memorial Sloan Kettering focusing on breast cancer imaging.
Dr. Cho is also the author of over 10 publications in journals and several conference abstracts during his time as a researcher.

With
respect to the above, past experience or performance of our management team and the businesses with which they have been associated is
not a guarantee of either (i) our ability to successfully identify and consummate a Business Combination or (ii) success with respect
to any Business Combination that we may consummate. You should not rely on the historical record of our management team or the businesses
with which they have been associated as indicative of our future performance. No member of our management team has any experience in
operating special purpose acquisition companies.

Business
Strategy

Our
business strategy is to identify, acquire, and maximize the value of a target operating in Asia, excluding China, Hong Kong and Macau,
with a focus on either life sciences or sustainable technology - a target who can benefit from (i) our geographic understanding of both
Asia and North America, (ii) the financial and operational experience of our management team and the Board of Directors, (iii) additional
capital to fund its strategic objectives, and (iv) access to public securities markets.

Our
target selection process is expected to leverage our management team’s network of potential transaction sources, ranging from owners
and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants, and other trusted
advisors across various sectors. Over the course of their careers, the members of our management team and Board of Directors have developed
a broad network of contacts and corporate relationships that we believe will serve as a useful source of merger opportunities. We plan
to utilize the network and industry experience of our management team and Board of Directors in seeking an initial Business Combination
and employing our strategy.

9

Geographic
and Sector Focus

Our
objective is to identify and merge with a target that is based in Asia, excluding China, Hong Kong and Macau, and who is advancing a
platform for developing breakthrough technology in life sciences and/or advancing a platform for sustainable technology. We will not
pursue or consummate our initial Business Combination with any entity with its principal business operations in China, Hong Kong or Macau.

Opportunities
in Asia (Excluding China, Hong Kong and Macau)

Asia
remains a largely underdeveloped market with high potential and untiring endeavor of innovation, but with limited access to global capital
today. We believe that there are enormous opportunities to bring privately held companies in Asia (excluding China, Hong Kong and Macau)
to the U.S. capital markets and accelerate the growth of the businesses, particularly in the aforementioned areas, which we aim to capture
and realize through a Business Combination. According to the International Monetary Fund, Asia accounted for 30.6% of global GDP in terms
of purchasing parity in 2000, and reached 44.6% in 2020, and according to McKinsey, as of the time of our IPO it was on track to exceed
50% by 2040. This growth is driven by rapid technology innovation and digital transformation, infrastructure development, population
growth with greater literacy, and new consumer profiles with an ever-expanding middle-class, among others.

Asian
businesses have risen rapidly to have global prominence over the past few decades. At the time of our IPO, the region comprised 43% of
the world’s 5,000 largest companies by revenue according to McKinsey and 36% of global unicorns by valuation according to PitchBook.
However, both private and public investments have not been allocated accordingly with Asia lagging far behind their overseas peers. As
of December 31, 2020, all public companies listed on the Asian exchanges collectively constituted 34.7% of the global market capitalization,
whereas the U.S. exchanges alone represented 43.5%. In addition, despite its broader index underperforming, public companies in emerging
Asia Pacific markets (“EM”) in our core sectors have outperformed that of their peers in the global developed markets (“DM”),
as evidenced by the 12-month average return of FTSE indices exhibiting Asia Pacific EM’s outperformance over Global DM for the
17 consecutive months prior to our IPO in the Pharmaceuticals and Biotechnology sector and for the 4 consecutive months prior to the
IPO in the Alternative Energy sector.

We
believe listing an Asian (excluding China, Hong Kong and Macau) company on a major U.S. exchange could lead to even greater performance
than listing on an Asian exchange, potentially due to access to a global investor base, brand awareness to global partners and customers,
and potential opportunities for global expansion of the post-merger operations. Most importantly, we believe that our management team
and board members have the in-house capabilities and connectivity in Asia that will enable us to engage with a target in a culturally
sensitive manner, establish a trusted dialogue, cooperate throughout the de-SPAC process, and provide continued support beyond the Business
Combination. Additionally, as of the time of our IPO, we were one of three SPACs with explicit focus on a potential target domiciled
in Asia (excluding China, Hong Kong, and Macau), and we believe we are the only SPAC with our explicit geographical and industry focus.
We will not pursue or consummate our initial Business Combination with any entity with its principal business operations in China, Hong
Kong or Macau.

In
Asia, businesses have been growing rapidly in the broad sustainable technology market including renewable energy, advanced transportation,
digital transformation, clean industrial process, new materials, and advanced healthcare, along with significant growth in clean technology
adoption. For example, South Korean entities issued an aggregate of $50.8 billion in ESG bonds in 2020, and Japan’s total sustainable
investment increased to $2.9 trillion in 2020, a 32% growth since 2018. We believe the accelerating momentum of sustainability in Asia
will likely reshape the startup ecosystems, preparing many privately held companies for the natural path to becoming a scalable, publicly
traded company.

Breakthrough
technology in life sciences

There
is an increasing focus on the importance of healthcare innovation including the development of novel therapeutics and health technologies
in many developed countries due to a growing aging population. This was further exacerbated by the COVID-19 pandemic. Several Asian countries
are experiencing significant aging populations (e.g., South Korea, Japan, Singapore, Indonesia, and Malaysia) and have begun to address
the challenges of an aging society through investments in research and development (“R&D”), especially around healthcare
and medicine. Moreover, we observed prior to our IPO that governments such as South Korea, Japan, and Singapore are driving growth and
accelerating R&D in technologies focused on pharmaceuticals, medical devices, and AI tools to support healthcare. Overall, we believe
these trends are driving the emergence of many attractive opportunities for investment in the space.

Within
biopharmaceuticals, the therapeutic areas of oncology, cardiology, infectious disease, immunology, and chronic disease such as obesity
and diabetes, continue to lead the market in terms of drug sales. We aim to examine these therapeutic areas as well as other areas of
high growth potential due to the significant aging population, especially in Alzheimer’s and other chronic diseases (e.g., fatty
liver disease, chronic kidney disease, idiopathic pulmonary fibrosis, etc.). In oncology, we believe that there are numerous attractive
opportunities around antibody drug conjugates, novel mechanisms and targets around protein degradation, and immunotherapies including
cancer vaccines, particularly with the success of mRNA vaccines for COVID-19 validating their potential for safety and efficacy. However,
we also believe that there are other potential attractive targets in oncology - one such example includes the growing areas of development
around fatty acid synthase (FASN) inhibitors and epigenetic regulators (e.g., PRMT5, METTL3, HDACs).

10

Precision
medicine is another area of continued growth with the advance of NGS testing, liquid biopsy, automation, and rapid testing as evidenced
during the COVID-19 pandemic. As “omics”-level research continues to advance, many attractive precision medicine companies
have emerged including those harnessing AI technology to better identify patients and predict outcomes across different indications,
such as cancer. Additionally, with the aging population, advancements in diagnostics (e.g., genetic screening) are providing actionable
genetic insights, enabling patients to identify potential disease risks and focus on preventative health treatments.

In
healthcare, the rapid uptake of digital and mobile health technology was catalyzed by the COVID-19 pandemic, and we believe the adoption
of these technologies will continue to grow. Furthermore, there is a greater need to closely monitor older patients through digital health
innovations to protect them from incidents and collect valuable health data that can be used to improve care and reduce costs. There
are several attractive companies that are making advances in telehealth, wearable technology, and remote monitoring through better software,
AI technology, and optimization of treatment workflows.

Advancing
a platform for sustainable technology

The
2021 Intergovernmental Panel on Climate Change (IPCC) report on the scientific assessment of climate change, which was signed off by
195 member governments spells out the stakes we are up against and why we have no time to waste in taking drastic steps to build a green
economy. According to the IPCC report, global temperatures will increase to 1.5 degrees Celsius above pre-industrial level climates by
2040. Staying below this critical 1.5 degrees Celsius threshold would reduce the odds of initiating the most dangerous and irreversible
effects of climate change. This alarming forecast has made it critical to focus on ambitious mitigation to limit warming to below 1.5
degrees Celsius by 2040 through commitments from corporations and investors. Based on the additional data gathered since the prior assessment
in 2013, the report has established an ‘unequivocal’ link between human activity and global warming. The report also flags
changes in the ocean, ice sheets and global sea level, due to past and future greenhouse gas emissions are “irreversible for centuries
to millennia.” We believe that this problem is big enough for multiple innovations and technologies to co-exist. Decarbonizing
the global economy and shifting to clean energy is not an easy task, but our management team believes that there will be an increasing
number of companies focused on technology aimed at accelerating the sustainable transition, as well as larger funding to fight the climate
crisis.

Our
goals around sustainable technology focus on businesses that are developing and advancing a platform for clean technology, including,
but not limited to, advanced transportation, industrial Internet of Things (“IoT”) and software, energy efficiency, sustainable
agriculture and materials, renewable energy, and environmental services and technologies that are poised to play a significant role in
decarbonization and sustainable transition.

Finally,
at the intersection of life sciences and sustainable technology are areas around synthetic biology. This emerging area will continue
to pave the future of many sectors including biopharmaceutical manufacturing, agriculture/food technologies, as well as energy / renewable
fuels. Attractive opportunities exist in companies that can truly understand and harness the capabilities of cells and bioprocesses to
optimize and make efficient production processes across these sectors.

Our
team believes that we have the right in-house capabilities, sector expertise, and connectivity to identify and consummate a potential
Business Combination in our target geography within the aforementioned sectors.

Collaborative
Sourcing and Diligence Process

Our
sourcing process is expected to be enhanced by our collaboration with CrystalBioSciences Co., Ltd, a South Korean venture capital firm
(“CBS”), Credian Partners Inc., a private equity firm based in South Korea (“Credian”), and Quantum Leaps Corporation,
a Japan-based consulting firm (“Quantum Leaps”). We will make the best use of the unique sourcing and analytics capabilities
of CBS, Credian, and Quantum Leaps, leveraging a team of 12 professionals to support us in the identification and diligence of potential
targets for our initial Business Combination.

CBS
and its management team has participated in 15 strategic investments, including transactions completed through its parent CrystalGenomics,
Inc., a South Korean commercial-stage biopharmaceutical company (“CrystalGenomics”), and CBS has a deep bench of professionals
that has the ability to scope promising and scalable technologies. Credian also brings extensive sourcing capabilities that has led to
a strong track record with 21.5% cumulative IRR since inception to the consummation of the IPO.

Furthermore,
we will leverage Quantum Leaps to extend our sourcing and due diligence capabilities by working closely with them to strengthen our connectivity
within Japan and its current network.

In
addition to our internal proprietary sourcing process, collaboration with CBS, Credian, and Quantum Leaps, our sourcing efforts are expected
to be further supported by our board members.

11

Extensive
Diligence and Evaluation

Our
selection and diligence process will be supplemented by the management team’s M&A track record. After examining the quality
of a potential target’s management team and conducting extensive primary research into such target’s competitive differentiation,
market opportunities, product development roadmap, customer traction, sales strategy, and operating model, we expect to produce a range
of scenarios with a high level of quantitative rigor and attach strong supporting evidence for the assumptions driving each scenario.
We believe this deeper understanding of how the story is quantified into future growth and profitability is expected to help a potential
target to achieve a successful public listing, make better strategic decisions over time, and enable such target to better understand
the elements required to deliver strong shareholder returns.

Experienced
Team and Board of Directors

We
believe our Board of Directors and management team bring diverse added value to potential targets in growth disciplines, such as talent
recruiting, international expansion, capital formation, public offering preparation, and other topics that drive growth and expansion.
We have assembled a diverse Board of Directors with our potential future target in mind, with the expectation that such target may require
us for different types of advice and assistance during our tenure as their investor and Business Combination partner.

For
example, when Mr. Woo, our Chief Executive Officer and Director, led the acquisition of Acushnet Company in 2011, he oversaw the formation
of the board of directors and the management team, and the post-merger integration, which led to 2x growth in the value of the company
in four years. In addition, when Credian acquired WiseUXGlobal, Mr. Woo sourced talents to strengthen its management team, including
the Chief Executive Officer, which supported WiseUXGlobal to expand distribution channels and logistics centers every year since the
acquisition in 2017.

We
expect to remain involved in the post-merger entity and to collaborate with the target management team to strengthen the business’s
compounding growth. Our proven track record of delivering tangible value to portfolio companies includes recruiting senior leadership
talent, delivering M&A support, identifying and helping to execute international expansion, and providing business intelligence.

Our
Investment Criteria

We
believe our aforementioned geography and target sectors will thrive regardless of the business cycle. Within these sectors, we intend
to focus on late stage, public market ready companies that have the potential to scale globally in the near-term. We have identified
the following attributes and guidelines to evaluate prospective targets. We may decide, however, to enter into our initial Business Combination
with one or more target businesses that do not meet these criteria and guidelines, including the geographical location. We intend to
pursue an initial Business Combination with companies whose principal business operations are based in Asia (excluding China, Hong Kong
and Macau) and have the following characteristics:

●
Differentiated
Technology: We favor businesses that have a clear comparative advantage and deep competitive moats. Often innovation results
in category creation or exposing consumer demand or use cases that were previously unrecognized. In other cases, technology and process
improvements can lead to better, faster, more efficient, or more powerful results. The ability to continuously innovate is key to
successful product development, growth, profitability, and continual extension of the competitive moat.

●
Large and Attractive
Addressable Market: Large and growing addressable markets, ideally in segments which have growth and profitability dynamics
that are not limited to specific geography, are most attractive to us. We favor businesses which already have a strong position in
at least one initial geography or market segment with a clear expansion path for the global market.

●
Scalable and Sustainable
Growth: We view long term growth potential as an essential component of value creation. We prefer category leaders with proven
business models, an established or near-term leadership position, a strong value proposition, and the proven ability to consistently
execute strategic objectives to drive accelerated growth and achieve even more significant degrees of scale.

●
Path to Near-term
Profitability: We believe capital efficient growth, attractive margin structure, and a path to sustainable profitability
and positive cash flow are the fundamental drivers of long-term investment returns. We place a great deal of emphasis on disciplined
cost structure as a precursor to a profitable business model at scale.

●
Experienced Team:
We believe strong management teams with strong board governance and controls are critical to long-term success. We expect to partner
with a strong leadership team capable of scaling its business globally, achieving sustainable profitability, maintaining a dynamic,
inclusive and diverse culture, and adapting to new opportunities and challenges over time.

12

●
Attractive
Valuation: We expect to acquire a business with an aggregate enterprise value between $200 million and $1 billion, determined
at the discretion of our management and directors.

●
Clear Benefit as
a Public Company: We intend to acquire one or more businesses expected to benefit from being publicly traded and can effectively
utilize the broader access to capital and public profile that are associated with being a publicly traded company. These benefits
may include increased brand awareness, access to capital markets, and the ability to attract a diverse investor base.

●
Path to Near-term
Profitability: We believe capital efficient growth, attractive margin structure, and a path to sustainable profitability
and positive cash flow are the fundamental drivers of long-term investment returns: We place a great deal of emphasis on disciplined
cost structure as a precursor to a profitable business model at scale.

These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be
based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management
may deem relevant. In the event that we decide to enter into our initial Business Combination with a target business that does not meet
the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications
related to our initial Business Combination, which, as discussed in this Annual Report, would be in the form of tender offer documents
or proxy solicitation materials that we would file with the SEC.

Investors
should note with respect to the foregoing examples that past performance of our Sponsor, management team and board members is not a guarantee
either (i) of success with respect to any Business Combination we may consummate or (ii) that we will be able to identify a suitable
candidate for our initial Business Combination. You should not rely on the historical record of our affiliates of our Sponsor’s,
management’s or Board of Director’s performance as indicative of our future performance.

Initial
Business Combination

Our
Articles provide that for so long as we are listed on a Designated Stock Exchange (as defined in the Articles), we must complete one
or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account
(excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with
our initial Business Combination. We refer to this as the 80% of net assets test. If our Board of Directors is not able to independently
determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking
firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent
accounting firm. Our Articles provide that any initial Business Combination must be approved by at least 75% of our Board of Directors.
We will have until up to March 3, 2027, the end of the Combination Period, to consummate an initial Business Combination or a total of
up to sixty (60) months after the IPO; provided that we cause to be deposited the Current Extension Contribution in connection with each
Additional Extended Date.

We
anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only
complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act.

Even
if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Business
Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target
and us in the Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of
new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would
acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders
immediately prior to our initial Business Combination could own less than a majority of our outstanding shares subsequent to our initial
Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by
the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes
of the 80% of net assets test. If our initial Business Combination involves more than one target business, the 80% of net assets test
will be based on the aggregate value of all of the target businesses. We do not intend to purchase multiple businesses in unrelated industries
in conjunction with our initial Business Combination. Even though our securities are no longer listed on Nasdaq and therefore we are
not required to satisfy the 80% requirement, we intend to satisfy the 80% requirement at the time of our initial Business Combination.

13

Emerging
Growth Company; Smaller Reporting Company

We
are an “emerging growth company,” as defined in the JOBS Act. Emerging growth companies may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act. Additionally, emerging growth
companies are not required to comply with new or revised financial accounting standards until private companies are required to comply.
This may make comparability of our financial statements with other public companies impossible. We will remain an emerging growth company
until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which
we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means
the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date
on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed
fiscal year and no public float or the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior
June 30.

Financial
Position

As
of December 31, 2025, we had funds available for a Business Combination in the amount of $23,218,530, following the redemptions in connection
with the extension of the date by which the Company must consummate a Business Combination, 12 months of Initial Extension Contributions
and 18 months of Second Extension Contributions, and before payment of $8,105,480 of deferred underwriting fees and other fees and expenses
associated with our initial Business Combination. Accordingly, we may be able to complete our initial Business Combination using our
cash, or we may use our debt or equity securities, or a combination of the foregoing. We have the flexibility to use the most efficient
combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we
have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting
Our Initial Business Combination

General

We
are not presently engaged in, and we will not engage in, any operations prior to the completion of our initial Business Combination.
We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the Private
Placement Warrants, our shares, debt or a combination of these as the consideration to be paid in our initial Business Combination.

If
we pay for our initial Business Combination using equity or debt securities, or we do not use all of the funds released from the Trust
Account for payment of the purchase price in connection with our Business Combination or for redemptions or purchases of our ordinary
shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes of the post-combination
company, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness
incurred in consummating our initial Business Combination, to fund the purchase of other companies, or for working capital.

The Company is currently engaged in discussions with a potential target for a Business Combination and has entered
into a non-binding letter of intent with such target; however, no definitive agreement has been executed. Accordingly,
there is no current basis for investors to evaluate the possible merits or risks of the target business with which we may ultimately
complete our initial Business Combination. Although our management will assess the risks inherent in a particular target business with
which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter.
Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that
those risks will adversely impact a target business.

We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
Business Combination and we may effectuate an initial Business Combination using the proceeds of such offering rather than using the
amounts held in the Trust Account. Subject to compliance with applicable securities laws, we would consummate such financing only simultaneously
with the consummation of our Business Combination. In the case of an initial Business Combination funded with assets other than the Trust
Account assets, our tender offer documents or proxy materials disclosing the Business Combination would disclose the terms of the financing
and, only if required by applicable law or stock exchange rule, we would seek shareholder approval of such financing. There are no prohibitions
on our ability to raise funds privately or through loans in connection with our initial Business Combination. At this time, we are not
a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities
or otherwise.

14

Sources
of Target Businesses

We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers
and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited
by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on
an unsolicited basis, since many of these sources will have read this Annual Report and know what types of businesses we are targeting.
Our officers and directors, as well as their affiliates CBC, Credian and Quantum Leaps, may also bring to our attention target business
candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they
may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities
that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and
directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business
acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s
fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may
not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines
is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction. In no event, however,
will our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s
fee, consulting fee or other compensation by the Company prior to, or for any services they render in order to effectuate, the completion
of our initial Business Combination (regardless of the type of transaction that it is). We may also elect to make payment of customary
fees to members of our Board of Directors for director service. Any such payments prior to our initial Business Combination will be made
from funds held outside the Trust Account. Other than the foregoing, there will be no finder’s fees, reimbursement, consulting
fee, monies in respect of any payment of a loan or other compensation paid by us to our Sponsor, officers or directors, or any affiliate
of our Sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial
Business Combination (regardless of the type of transaction that it is).

We
are not prohibited from pursuing an initial Business Combination with a target that is affiliated with our Sponsor, officers or directors,
or from completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.
In the event we seek to complete our initial Business Combination with a target that is affiliated with our Sponsor, officers or directors,
we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of
FINRA or a valuation or appraisal firm, that such an initial Business Combination is fair to our Company from a financial point of view.
We are not required to obtain such an opinion in any other context. Our Articles provides that a target will not be deemed an affiliate
solely by virtue of ownership by our Sponsor or its affiliates, or any of their or our executive officers or directors, of less than
10% of its ordinary shares, individually or in the aggregate.

Evaluation
of a Target Business and Structuring of Our Initial Business Combination

In
evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings
with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable,
as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move
forward with a particular target, we will proceed to structure and negotiate the terms of the Business Combination transaction.

The
time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can use to complete another Business Combination. The Company
will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or
in connection with our initial Business Combination.

Lack
of Business Diversification

For
an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By completing our initial Business Combination with only a single entity, our lack of
diversification may:

●
subject us
to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular
industry in which we operate after our initial Business Combination, and

●
cause us to depend on the
marketing and sale of a single product or limited number of products or services.

15

Limited
Ability to Evaluate the Target’s Management Team

Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial
Business Combination with that business, our assessment of the target business’s management may not prove to be correct. In addition,
the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future
role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible
that one or more of our directors will remain associated in some capacity with us following our initial Business Combination, it is unlikely
that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination. Moreover, we cannot assure
you that members of our management team will have significant experience or knowledge relating to the operations of the particular target
business.

We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The
determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial Business
Combination.

Following
a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure you that we will have the ability to recruit additional managers, or that such additional managers will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.

Shareholders
May Not Have the Ability to Approve Our Initial Business Combination

We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Articles.
However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may decide to seek shareholder
approval for business or other legal reasons. Under the listing standards of major U.S. exchanges, shareholder approval would be required
for our initial Business Combination if, for example:

●
we issue Class
A ordinary shares that will be equal to or in excess of 20% of the number of Class A ordinary shares then outstanding;

●
any of our directors, officers
or substantial security holders (as defined by applicable exchange rules) has a 5% or greater interest, directly or indirectly, in
the target business or assets to be acquired or otherwise and the present or potential issuance of Class A ordinary shares could
result in an increase in outstanding Class A ordinary shares or voting power of 5% or more; or

●
the issuance or potential
issuance of ordinary shares will result in our undergoing a change of control.

Permitted
Purchases of Our Securities

In
the event we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial
Business Combination pursuant to the tender offer rules, our Initial Shareholders, directors, officers or advisors, or their respective
affiliates, may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to
or following the completion of our initial Business Combination. There is no limit on the number of Public Shares or Public Warrants
such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not
formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares
in such transactions. Further, our Initial Shareholders, directors, officers or advisors, or their respective affiliates will not make
any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases
are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder,
although still the record holder of our Public Shares is no longer the beneficial owner thereof and therefore agrees not to exercise
its redemption rights. We will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during
certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our
legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1
plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on
such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

In
the event that our Initial Shareholders, directors, officers or advisors, or their respective affiliates purchase Public Shares in privately
negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders
would be required to revoke their prior elections to redeem their Public Shares. We do not currently anticipate that such purchases,
if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject
to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases
are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and
Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Further, to the extent any Public
Shares are so purchased by our Sponsor, Initial Shareholders, directors, officers, advisors or their affiliates, such shares must (a)
be purchased at a price no higher than the redemption price paid for our Public Shares, which as of December 31, 2025 was estimated to
be $12.43 per share and (b) not be (i) voted by such holders or their respective affiliates in favor of approving the initial Business
Combination, or (ii) redeemable by such holders or their respective affiliates. See the risk factor entitled “If we seek shareholder
approval of our initial Business Combination, our Sponsor, directors and officers and their affiliates may elect to purchase Public Shares
or Public Warrants from shareholders, which may reduce the public “float” of our Class A ordinary shares or Public Warrants”
in